As already communicated to you,The ministry of Corporate Affairs has taken a “Green Initiative in corporate governance allowing paperless compliances by Companies through electronic mode and has issued circular on 21.04.11 and 29.04.11 stating that Companies can now send various notices and documents , including Annual Reports, to its shareholders through electronic mode to the registered e-mail addresses of shareholders”.

Your company propose to send future communication/documents including Notice of Annual General Meeting and Annual report of the company in electronic form through email.

Members who are holding Equity shares in demat mode are requested to register their e-mail ID with their Depository Participant Immediately, if already not registered .

Members who are holding Equity Shares in Physical form should send a scanned copy of their letter requesting for registering/changing their existing email ID, bearing the signature of the sole /first shareholder on “investor@bigshareonline.com” (These members are also requested to convert their physical holding to demat).

OR

Such members holding Equity shares in physical form can also write to the Registrar and share Transfer Agent of the company at their following address and inform their email ID quoting their folio number. The letter should be signed by sole /first holder as per the specimen signature recorded with the registrar and share Transfer Agent.

We seek your support to enable the Company to not only reduce paper consumption but also related costs. As a shareholder, this is your opportunity to support this initiative of the Government and contribute towards a Greener Environment.

Please note the as member of the Company, you will be entitled to be furnished free of cost with a copy of such communication/document upon receipt of a requisition from you, at anytime.

Noticeis hereby given that the 27th Annual General Meeting of the Company will be held at the Registered Office of the Company, i.e. A-101, Pratik Ind. Estate, Mulund-Goregaon Link Road, Mumbai - 400 078, on Monday, 30th September, 2013, at 12.30 P. M. to transact the following business:

ORDINARY BUSINESS:-

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2012, the Profit and Loss Account for the year ended on that date, together with Director’s Report and also the Auditor’s Report thereon.

2. To appoint Director in place of Mr. Vasant Bhat who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors to hold office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

For Colinz Laboratories Limited

Regd. Office:

Dr. L. S. Mani

A-101, Pratik Ind. Estate

Chairman & Managing Director

Mulund-Goregaon Link Road, Mumbai – 400 078.

Date:30th May, 2013

NOTES :-

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER. AN INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF HOLDING THE MEETING.

The Register of Members and Share Transfer Books of the Company will remain closed from, 23rd September, 2013 to 30th September, 2013. (both days inclusive)

Members are requested to notify immediately any change in their address to the Registrar and Transfer Agent of the Company, M/s. Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai-400072

Members intending to require any information about accounts to be explained in the meeting are requested to inform the Company in writing at least Ten days in advance of the date of Annual General Meeting

Your Directors have the pleasure in presenting their 27th Annual Report and audited Accounts of your Company, for the year ended 31st March, 2013.

FINANCIAL RESULTS :

2012-2013
(Rs. in Lacs)

2011-2012
(Rs. in Lacs)

Earnings before Interest, Depreciation & Tax (EBITDA)

62.39

53.70

Less: Bank Charges and Interest

20.21

18.93

Depreciation

26.19

25.99

Profit before Taxation

15.99

8.78

Less/ (Add): Provision for Current Tax

2.97

1.58

Provision for Deferred Tax

5.04

(3.84)

Profit after Taxation

7.98

11.04

OPERATIONS :

During the year under review, the total revenues of the company stood at Rs.779 lacs compared to 708 lacs.

The earnings before Interest, Depreciation and tax , increased to 62.39 lacs during the year under review compared to Rs. 53.70 in the previous year. The profit before tax was Rs. 15.99 Lacs, the net profit after providing for Income Tax and Differed Tax Liability was Rs. 7.98 Lacs. Net profit would have been higher except for increase in the staff cost particularly incurred to retain the productive field staff and cost of borrowing by way of interest to bank.

DIVIDEND :

Your Directors are unable to recommend any dividend during the year under review, considering the small surplus available and with a view to conserve funds towards margin monies.

LISTING OF SHARES:

The shares of your Company are listed in Stock Exchange, Mumbai. Annual Listing Fees for the year 2012-13 has been paid on time.

PUBLIC DEPOSITS :

The Company has not invited / received any fixed deposits during the year.

DIRECTORS:

The Board consists of Executive and Non-Executive directors, including independent Directors, who have wide and varied experience in different disciplines of corporate functioning. In accordance with the provisions of Companies Act, 1956, and Article of Association of the Company, Shri. Vasant Bhat retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed, along-with proper explanation relating to material departures, wherever applicable.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at the end of the accounting year and of the profit of the company for that year;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

During the year under review, relations between the Employees and the Management remained cordial.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to your Company as there were no employees whose remuneration is in excess of limits prescribed.

CONSERVATION OF ENERGY:

Except for the consumption of Power (Electricity) the Company does not consume any other source of energy. Pharmaceutical company is not power intensive. Since it also involves multiple products, disclosure of consumption of power per unit of product is not meaningful.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

No imported technology is adapted by the Company. Continuous developmental efforts are made by our qualified and approved staff to formulate new products and innovation of existing products. Such efforts have benefited in improving the stability of our products and simplification of manufacturing procedures.

Your Company is not a polluting industry and the requirements of Pollution Control Board, if any, are met with.

AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants, retire as auditors of the Company at the conclusion of the 27th Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the co-operation they received during the year under review from Bankers, Distributors as well as from various Government Departments and also the investing public. We would also like to place on record our profound admiration and sincere appreciation of the hard work put in by the members of the staff and workmen. We are grateful to you, for the confidence and faith you have reposed in us.

MANAGEMENT DISCUSSION AND ANALYSIS :

This Report includes Management Discussion and Analysis as appropriate, so that duplication and overlap between Directors Report and Management Discussion and Analysis is avoided. The entire material is thus provided in a composite and comprehensive document.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company follows fair, ethical and transparent governance practice by adopting high standard of professionalism, honesty, integrity and ethical behavior. The Company has a well defined set of guidelines for its internal governance based on business ethics, Legal Compliance and professional conduct. The Company also has an adequate internal control system.

The Company has complied with the provisions of clause 49 of the Listing Agreement with the Bombay Stock Exchange which deals with the compliance of Corporate Governance requirement.

A) THE PHARMACEUTICAL BUSINESS:

Colinz Laboratories Ltd. is engaged in the manufacturing and marketing of pharmaceutical formulations particularly in gynaecological sector. The Indian pharmaceutical market is highly competitive and also still fragmented with over 20,000 players comprising of foreign multinationals, Indian multinationals, mid-size and small scale companies. Your Company falls under the SME sector. However, Colinz has established reputation as a quality supplier of medicines in the domestic market, wherever the company has operation.

B) OPPORTUNITIES, THREATS AND CONCERNS:

The Company’s products are enjoying a good Brand image, particularly among gynaecologists. The Company has a potential to grow in future considering the fact that it is yet to open up its marketing operations in many states of the country, However, due to paucity of working capital, the company is unable to expand its marketing activities, to unrepresented areas.

The Company is a Revised Schedule ‘M’ complied unit, as per the requirement of D & C Act.

Your company, no doubt is focusing on those off patented products, and these products will have extended shelf life in the market, due to lesser discoveries of new molecules, considering the investment to be made and time and expenditure involved in developing such new molecules. However, the takeover of bigger Indian Pharma Companies by foreign MNC’s , is a serious cause of concern to the national sector of pharma industry, particularly to SME’s. The new DPCO is also on the anvil. The company will have to wait and watch the announcement and the price granted as per new DPCO, which will have an impact on the company's top line and bottom line.

C) OUT LOOK:

Barring unforeseen deterrents and the issues outlined above, the Company does not foresee any major threats in its survival and moderate growth. However, the margins are likely to be under heavy pressure due to high inflation prevailing in the country resulting in increase in all inputs / costs, and the final prices to be fixed under DPCO.

D) FINANCE:

The financial management and cash flow have been satisfactory, during the year under review.

E) INTERNAL CONTROLS:

The Company has proper and adequate internal control system, in respect of efficiency of operations, financial reporting and compliance with applicable laws and regulations etc. There are adequate controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and that all transactions are authorized, recorded and reported correctly.

F) HUMAN RESOURCES:

Human resources are highly valued asset for any industry particularly in pharmaceutical selling. Therefore the Company seeks to attract and retain technical and marketing staff. The Company also recognizes the importance of human assets and ensures that proper encouragement is extended to the employees to motivate them. The total number of employees as on 31-03-2013 was 130. The Company enjoyed excellent relationship with its employees during the year under review.

G) CAUTIONARY STATEMENT:

The above Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors’ envisage in terms of the future performance and outlook.

Colinz Laboratories Ltd., has always strived to attain highest levels of transparency and accountability in all its operation and in its interactions with Shareholders, Government depts. creditors etc. Hence the Company has taken all appropriate steps to comply with the provisions of the prescribed Corporate Governance Code within the stipulated time.

2) BOARD OF DIRECTORS:

(a) Composition, Category of Directors and their other directorships as on 31-03-2013:

Name of the Directors

Category of Directorship

No. of Directorships in the public company

Dr. L. S. Mani

Chairman & Managing Director

None

(Executive, Promoter)

Shri. N. K. Menon

Whole-Time Director (Executive)

None

Shri. Vasant K. Bhat

Non-Executive, Independent

None

Shri. A. Krishna Kumar

Non-Executive, Independent

None

(b) Number of Board Meetings: During the year ended 31-03-2013, 8 Board Meetings were
held on 10-05-2012, 31-05-2012, 31-07-2012, 29-09-2012, 31-10-2012, 03-12-2012 ,31-01-2013,
31-03-2013.

(c) Directors’ attendance record:

Name of the Director

Board Meetings attended during the year

Whether attended last AGM

Dr. L. S. Mani

8

Yes

Shri. N. K. Menon

8

Yes

Shri. Vasant K. Bhat

8

Yes

Shri. A. Krishna Kumar

8

Yes

3) COMMITTEES OF THE BOARD :

(a) Audit Committee

i) Terms of Reference :
Apart from all the matters provided in clause 49 of the listing agreement and Sec. 292-A of the Companies Act, 1956 the Audit Committee holds discussions with the Statutory Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors. It also reviews major accounting policies followed by the Company.

ii) Composition.
The Composition of the Audit Committee is as follows :

Name

Designation

Category of Directorship

Committee Meetings Attended

Shri. Vasant K. Bhat

Chairman

Non-Executive, Independent

8

Shri. A.Krishnakumar

Member

Non-Executive, Independent

8

Dr. L. S. Mani

Member

Executive, Promoter

8

(b) Remuneration Committee and Policy :

The non-mandatory requirement of setting up of a remuneration committee for remuneration of executive directors has not been adopted considering the nature and the size of the Company. The Board of Directors determines the remuneration payable to the Executive Directors taking into account their qualifications, experience, expertise and contribution.
The details of the remuneration paid to the Executive Directors for the year ended 31-03-2013 are as follows.

Name

Salary

Dr. L. S. Mani

Rs. 8,85,500/-

Shri. N. K. Menon

Rs. 7,95,500/-

The Company pays sitting fees of Rs. 5,000/- per meeting up to July-2012 to Non-Executive Directors.

(c) Investors Grievance Committee :

The Board has constituted an Investors Grievance Committee which looks into shareholders and investors grievances.

Following are the members of the Committee :

Name

Designation

Category of Directorship

Shri. Vasant K.Bhat

Chairman

Non-Executive, Independent

Dr. L. S. Mani

Member

Executive, Promoter

Compliance Officer : Shri. Vasant K. Bhat.

Number of complaints received from the shareholders during the year – Nil

Number of complaints redressed during the year – Nil

Number of complaints unsolved as on 31.03.2013 - Nil

4. SHAREHOLDERS :

(a) Means of Communication :

The quarterly, half yearly and annual audited financial results of the Company are sent to the stock exchanges immediately after they are approved by the Board. The results are published in accordance with the guidelines of the Stock Exchange.

(b) Share Transfers :

As per SEBI circular D & CC/FITTC/CIR-15/2002 dated 27-12-2002 the Company should have a common agency for share registry work. Accordingly, the Company has appointed M/s. Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400072, as Common Agency for share registry work.

(c) Book closure :
The Register of Members and Share Transfer Books of the Company shall remain closed from Monday, 23rd September, 2013 to Monday, 30th September, 2013 ( both days inclusive)

(d) Listing in stock exchanges and stock codes :
The shares of the Company are listed in The Stock Exchange, Mumbai.
Code of the Company is 531210
The ISIN number allotted to the Company for demat of shares are as under
NSDL INE923C01011
CDSL INE923C01011

(e) Stock Data:
High/Low of Market Price of Company’s Equity shares traded in the Stock Exchange Mumbai during the financial year ended on 31-03-2013 was as follows:

Month

High

Low

Month

High

Low

April 2012

7.35

6.71

October 2012

7.90

7.88

May 2012

7.90

7.30

November 2012

7.80

7.14

June 2012

8.11

8.11

December 2012

7.24

6.90

July 2012

8.20

7.71

January 2013

7.10

7.10

August 2012

8.19

7.58

February 2013

7.30

7.00

September 2012

8.10

7.46

March 2013

7.28

6.58

(f) Distribution of Shareholding as on 31-03-2013.

Range (In Rs.)

Total Holders

% of Total Holders

Total Holding in Rs.

% of Total Capital

1

-

5000

1361

67.64

276979

6.06

5001

-

10000

239

11.88

203866

4.46

10001

-

20000

159

7.90

270305

5.91

20001

-

30000

134

6.67

390902

8.55

30001

-

40000

16

0.79

58233

1.27

40001

-

50000

10

0.50

47400

1.04

50001

-

100000

21

1.04

148793

3.26

100001

&

above

72

3.58

3174522

69.45

Total

2012

100.00

4571000

100.00

(g) Shares held in physical and dematerialised form :
As on 31-03-2013, 25.19% of the shares were held in dematerialsed form and the rest in physical form.

(k) Disclosures :
The Company has not entered into any transaction of material nature with the promoters, the Directors, their relatives etc. that may have any potential conflict with the interests of the Company.

The Company has complied with requirements of the stock exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures imposed on the Company by the Stock Exchange, SEBI or any other statutory authority relating to the above.

CEO’s Certification

The Board of Colinz Laboratories Ltd. has laid down a code of conduct for all the Board Members and the Senior Management. All the Board Members and the Senior Management personnel have affirmed compliance of the code.

CERTIFICATE

To the Members of
COLINZ LABORATORIES LTD.

We have examined the compliance of the conditions of Corporate Governance by Colinz Laboratories Ltd., for the year ended on 31-03-2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchange.

The compliance of the conditions of the Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

We have audited the accompanying financial statements of Colinz Laboratories Limited (“the company”), which comprises the Balance Sheet as at March 31, 2013, the Statement of Profit And Loss and Cash Flow Statement for the Year then ended and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the companies preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our Opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2013;

In the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 227(3) of the Act, we report that:

a)

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

B)

In our opinion , proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

c)

The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in the agreement with the books of accounts.

d)

In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act;

e)

On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Re: COLINZ LABORATORIES LIMITED. (Referred to in paragraph 1 of our Report of even date)

1

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified during the year by the management. According to the information and explanations given to us, no material discrepancies were noticed on verification.

(c) There was no disposal of any fixed assets during the year.

2

(a) The inventory has been physically verified during the year by the Management. In our Opinion, the frequency of verification is reasonable.

(b)In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

3

The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (iii) of para 4 of the order are not applicable.

4

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5

In respect of contracts or arrangements refer to in section 301 of the Companies Act 1956 :

(a) in our opinion and explanation given to us the transactions made in pursuance of contracts or arrangements that need to be entered in register maintained under section 301 of the Companies Act 1956, have been so entered.

(b) The transaction made in pursuance of contracts or arrangements referred to in section 301 of the Act are, in our opinion, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7

In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of business.

8

We have broadly reviewed the books of accounts maintained by the Company in respect of the products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub- section(1) of section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not , however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9

(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31-03-2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10

The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

11

In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank.

12

According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13

In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report ) Order, 2003 are not applicable to the Company.

14

In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15

In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions

16

On the basis of the records examined by us and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima-facie, applied the term loans for the purposes for which they were obtained.

17

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments by the Company.

18

The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19

The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise.

20

The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

21

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

The company maintains its accounts on accrual basis following the historical cost convention In compliance with the accounting standards specified by Institute of Chartered Accountants of India, referred to in Section 211 ( 3C ) of the Companies Act, 1956.

1.2

i) Tangible assets are stated at original cost net of tax / duty credits availed, if any.
ii) Depreciation has been provided under Straight Line Method at the applicable rates, as
provided under Schedule XIV to the Companies Act, 1956. Depreciation on additions /
deletions of assets during the year is provided on a pro-rata basis.

1.3

Capital work in progress:
The capital work in progress as on 31-03-2013 is Rs. Nil

1.4

Inventories:
Raw materials and packing materials are valued at cost on FIFO basis as per revised Accounting Standard AS-2 of the Institute of Chartered Accountants of India. Finished goods and semi-finished goods are valued at lower of cost or net realizable value.

1.5

Investments:
Investments are stated at cost.

1.6

Revenue Recognition
i) Income From sales of goods is recognized upon transfer of significant risk and rewards of ownership of the goods to the customers which generally coincides with delivery and acceptance of goods sold; sales are shown inclusive of excise duty and exclusive of Sales Tax (VAT).

ii) Other income:
Includes interest on Fixed Deposits with Bank and dividends received.

1.7

Research and Development Expenses:
No capitalization of Research and Development expenses is made since no capital expenditure
on research and development expenditure has been incurred during the year.

Retirement Benefits:
Retirement benefit or Post separation expenses in respect of gratuity is not provided for, and
liability is not ascertained.

i)Privilege leave entitlement: Privilege leave entitlements are recognized as a liability as and when
the same is encashed by the employees.

ii)Provident Fund: Contribution to Government provident Fund are made as per the provisions
regularly.

1.10

The figures of previous year have been regrouped wherever necessary.

1.11

As per the available records, there is no outstanding dues to enterprises registered under Micro, Small and Medium Enterprises Development Act, 2006, at the end of the year. Further no interest has been paid or payable on delayed payment of dues, if any, to such enterprises during the year.

1.12

Estimated amount of contracts remaining to be executed on capital account and not provided
for: Rs.Nil [ Previous Year : Rs. Nil ]

1.13

Contingent liabilities :
Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities
and Contingent Assets” are disclosed by ways of notes to the accounts. Disclosures is not made if the possibility of an outflow of future economics benefits is remote. Provision is made if it is probable that an outflow of future economics benefits will be required to settle the Obligation.

1.14

Auditors Remuneration :

2012-2013

2011-2012

Audit Fees

Rs. 67,416

Rs. 66,180

Tax Audit Fees

Rs. ........ -

Rs. 11,030

Other services

Rs. 13,236

Rs. 13,236

Rs. 80,652

Rs. 90,446

1.15

Segment Reporting
The Company is engaged in pharmaceutical formulation business which as per Accounting
Standard – AS 17 is considered the only reportable business segment.

1.16

Related party transaction
As required by Accounting Standard – AS 18 ‘Related Parties Disclosure’ issued by the Institute of
Chartered Accountants of India are as follows :

i) Key Management personnel

ii) Details of Transactions.

Dr. L. S. Mani.

Remuneration paid

Rs. 8, 85,500

Rent paid for the premise hired

Rs. 1,80,000

1.17

With regard to loan given to Company, the Board of Directors are of the opinion that, no
provision for doubtful debt is required to be made as the amount being recovered in installments

1.18

Earning per share
The Company reports Earning Per Share (EPS) in accordance with Accounting Standard 20 on “Earning Per Share“. Basic EPS is computed by dividing the net profit for the year by the weighted Average number of Equity Shares outstanding during the year. Diluted EPS is
computed by dividing the net profit or loss for the year by the weighted average number of equity
shares outstanding during the year as adjusted for the effects of all dilutive potential equity
shares, except where the results are anti-dilutive.

1.19

Provisions for Current and Deferred Tax.
i)Provision for Current Tax is made after taking into consideration benefits admissible under the
provision of Income Tax Act 1961.

ii) Deferred tax resulting from timing differences between taxableand accounting income is
accounted for using the tax rate and laws that are enacted or substantively enacted as on the
Balance Sheet date. The deferred tax asset arising on account of brought forward unabsorbed depreciation is recognized only to the extent there is a reasonable certainty of realization

Deferred Tax Liability :
The break up of the deferred tax liability as at 31st March, 2013 is as under:

2012-13

2011-12

Rupees

Rupees

Deferred Tax Liability :

Difference between book depreciation depreciation as per Income Tax Act, 1961.

62,55,558

63,62,909

62,55,558

63,62,909

Deferred Tax Assets:

26,51,302

32,62,792

Net Deferred Tax Liability

36,04,256

31,00,117

1.20

AS – 28 Impairment of Assets.
As on the Balance Sheet date the carrying amounts of the assets net of accumulated depreciation
is not less than the recoverable amount of those assets. Hence there is no impairment loss on the assets of the company.

In the opinion of Board of Directors, the Current Assets, Loans and advances have a value which on the realization in the ordinary course of business would at least be equal to the amount stated in the Balance sheet.

We have verified the above cash flow statement of Colinz Laboratories Limited derived from the audited financial statements for the years ended 31st March, 2013 and 31st March, 2012 and found the same to be drawn in accordance therewith and also with the requirements of Clause 32 of the listing agreements with stock exchanges.

I hereby record my presence at the 27th Annual General Meeting of the Company held at A-101, Pratik Ind. Estate, Next to Fortis Hospital, Mulund-Goregaon Link Road, Mumbai-400078, on Monday, 30th September, 2013 at 12.30 P. M.

............................................................... .................................
Full name of the shareholder Signature
[in block letters]

Folio No.................................................

..............................................................
Full Name of Proxy Signature
[in block letters]

NOTE: Shareholders attending the meeting in person or proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting place. Joint shareholders may obtain additional slips on request.